Duty-of-Prudence Claim Asserted Even Under Stricter Standard Used to Dismiss Lawsuit – New York Law Journal

IBM employees appealed dismissal of claims that fiduciaries of IBM’s employee stock option plan violated their duty under ERISA to manage plan assets prudently because they knew, but did not disclose, that IBM’s microelectronics division was overvalued. District court found a prudent fiduciary could have concluded an earlier corrective disclosure would have done more harm than good. On appeal, plaintiffs argued that the court applied a standard, more strict than that set out by the Supreme Court in Fifth Third Bancorp v. Dudenhoeffer, so as to make it functionally impossible to plead a duty-of-prudence violation. Second Circuit reversed judgment. Plaintiffs pleaded a duty-of-prudence claim even under the district court’s more restrictive standard. Their allegations plausibly established that a prudent fiduciary in defendants’ position could not have concluded that corrective disclosure would do more harm than good. Disclosures could have been included within IBM’s quarterly SEC filings and disclosed to ESOP beneficiaries at the same time in defendants’ fiduciary capacity.

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